Rockex Mining Announces Closing of Private Placement with Insider Participation and Pierre Gagne Announces Acquisition of Additional Rockex Securities
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S NEWSWIRE SERVICES
ROCKEX MINING ANNOUNCES CLOSING OF PRIVATE PLACEMENT
WITH INSIDER PARTICIPATION AND
PIERRE GAGNÉ ANNOUNCES ACQUISITION OF ADDITIONAL ROCKEX SECURITIES
June 3, 2021 – Thunder Bay, Ontario - Rock ex Mining Corporation (“ Rockex” or the “ Corporation”)
(CSE: RXM) and Pierre Gagné are pleased to announce the closing on June 2, 2021 of the Corporation’s
previously announced non-brokered private placement (the “ Private Placement”) and the participation of
Pierre Gagné in the Private Placement.
The Private Placement was comprised of the issuance of (i) 9,449,289 common shares of the Corporation
(each a “ Common Share”) at $0.045 per Common Share for an aggregate gross amount of $425,218;
and (ii) 1,370,000 flow-through shares (each, a “ Flow-Through Share ”) at a price of $0.05 per Flow-
Through Share for aggregate gross proceeds of $68,500. Each Flow-Through Share is a Common Share
of the Corporation issued on a “f low-through” basis pursuant to the Income Tax Act (Canada). Rockex
applied for and was granted an exemption from the Canadian Secu rities Exchange's minimum price rule
of $0.05 per security for the purchase price of the Common Shares.
The following officers and directors of the Corporation (collec tively, the “ Insiders”) participated in the
Private Placement for an aggre gate of 4,532,891 Common Shares a nd 1,370,000 Flow-Through Shares
representing 4.42% of the Corporation’s issued and outstanding Common Shares following the closing of
the Private Placement:
Name and Position
with the
Corporation
No. of Common Shares
held (and %) prior to
Private Placement
No. of Common Shares
issued pursuant to the
Private Placement (and %)
No. of Common
Shares held (and %)
following completion
of Private Placement
Gilles Filion
Director
5,730,000
(4.66%)
225,000
(2.08%)
5,955,000
(4.45%)
Jonathan Tondeur
Director
8,729,326
(7.10%)
333,333
(3.08%)
9,062,659
(6.78%)
Pierre Gagné
Director and Officer
60,405,622
(49.16%)
4,266,114
(39.43%)
64,671,736
(48.37%)
Denis Gagnon
Director
7,432,000
(6.05%)
300,000
(2.77%)
7,732,000
(5.78%)
Justin Garofalo
Officer
472,417
(0.39%)
778,444
(7.19%)
1,250,861
(0.94%)
Total: 82,769,365
(67.36%)
5,902,891
(54.55%)
88,672,256
(66.32%)
Proceeds from the sale of Flow-T hrough Shares will be used to f und mineral exploration expenses which
qualify as “Canadian Exploration Expenses” (within the meaning of the Income Tax Act (Canada)) on the
Corporation’s projects in Ontario. Proceeds received by the Co rporation from the sale of the Common
Shares will be used for operatin g expenses and to reduce the de bts and liabilities of the Corporation.
Some of the Common Shares were issued in settlement of outstanding debts owed by the Corporation.
All of the securities issued pursuant to the Private Placement are subject to a four (4) month hold period.
ROCKEX MINING CORPORATION
CSE: RXM
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The Private Placement is a “related party transaction” as such term is defined under Multilateral
Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The
Corporation is relying on exemptions from the formal valuation and minority shareholder approval
requirements provided under MI 61-101 on the basis that partici pation in the Private Placement by
insiders does not exceed 25% of the fair market value of the Corporation's market capitalization.
Pierre Gagné announces that on June 2, 2021, as part of the Pri vate Placement, he acquired ownership
of or control over an additional aggregate of 2,896,114 Common Shares and 1,370,000 Flow-Through
Shares, collectively representing 3.47% of the issued and outstanding Common Shares immediately prior
to the Private Placement.
Prior to acquiring the Common Shares and Flow-Through Shares, M r. Gagné owned or controlled
60,405,622 Common Shares representing approximately 49.16% of the issued and outstanding Common
Shares, 3,899,465 warrants that, if exercised would have repres ented approximately 3.17% of the issued
and outstanding Common Shares and 2,000,000 stock options that, if exercised, would have represented
approximately 1.63% of the issued and outstanding common shares.
As a result of the above-noted ac quisition, Mr. Gagné now owns or controls 64,671,736 Common Shares
representing approximately 48.37% of the issued and outstanding Common Shares, 3,899,465 warrants
that, if exercised, would represent approximately 2.92% of the issued and outstanding Common Shares
(calculated on a partially dilut ed basis) and 2,000,000 stock o ptions that, if exercised, would represent
approximately 1.50% of the issued and outstanding Common Shares.
Mr. Gagné advises that he has no present intention of acquiring additional securities of Rockex (other
than with respect to the possible exercise of some or all of th e warrants or stock options). Depending
upon his evaluation of the business, prospects and financial co ndition of Rockex, the market for Rockex’s
securities, general economic and tax conditions and other facto rs, Mr. Gagné may acquire more or sell
some or all of his securities of Rockex.
About Rockex
Rockex is a Canadian exploration company focused on developing high quality iron ore assets
strategically located in areas l argely under-explored, and that host significant mineral potential. Its core
asset is the Lake St. Joseph Proj ect which includes the Eagle I sland Deposit, as well as additional
potential deposits at Wolf Island and Fish Island.
In addition, Rockex holds a 100% interest in the North Spirit L ake Property in the Buckett Lake and
Hewett Lake Townships, Red Lake Mining Division, District of Ke nora, consisting of eight (8) contiguous
mining claims, approximately 170 km northeast of Red Lake, Ontario.
For further information, please refer to the Corporation’s prof ile on SEDAR which may be accessed at
www.sedar.com, and visit our website at www.rockexmining.com.
Contacts:
Pierre Gagné, Chief Executive Officer of Rockex
Phone: (807) 623-2626 E m a i l address: [email protected]
Cautionary Statements
This news release contains forwar d-looking information. All info rmation, other than statements of
historical fact, that address activities, events or developments that each of Rockex and Mr. Gagné
believes, expects or antici pates will or may occur in the future ar e forward-looking statements, including
statements regarding the trading in securities and strategic initiatives. This forward-looking information is
subject to a variety of risks and uncertainties beyo nd their ability to control or predict and which may
cause actual events or results to differ materially from those described in such forward-looking
information. Any forward-looking information speaks only as of the date on whic h it is made and, except
as may be required by applicable securities laws, each of Rockex and Mr. Gagné disclaims any intent or
obligation to update any forward-looking information, whether as a result of new information, future events
or results or otherwise. Although each of Rockex and Mr. Gagné believes that the assumptions inherent in
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the forward-looking information are reasonable, forward-looking information is not a guarantee of future
performance and, accordingly, undue reliance should not be placed on this forward-looking information
due to the inherent uncertainty thereof.
Neither IIROC nor any stock exchange or other securi ties regulatory authority accepts responsibility for
the adequacy or accuracy of this release.